AMERICAN TAX CREDIT PROPERTIES III LP
10-Q, 1996-08-13
OPERATORS OF APARTMENT BUILDINGS
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                            FORM 10-Q
                                
(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 1996

                               OR

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)  OF
     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to ____________

                Commission file number: 0-19217


                American Tax Credit Properties III L.P.
         (Exact name of Registrant as specified in its charter)

                                                         Delaware
  13-3545006
(State          or         other         jurisdiction          of
(I.R.S. Employer
incorporation                   or                  organization)
Identification No.)

Richman Tax Credit Properties III L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich,                                            Connecticut
  06830
(Address        of       principal       executive       offices)
(Zip Code)

Registrant's telephone number, including area code:   (203)  869-
0900

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file   such  reports),  and  (2)  has  been  subject  to   filing
requirements for the past 90 days.
Yes   X   No ___.



<PAGE>
                                
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                                
                 PART I - FINANCIAL INFORMATION.
                                
                                
Item 1. Financial Statements.


                       Table of Contents                    Page


Balance Sheets as of June 29, 1996 (Unaudited) and March 30, 1996
(Unaudited)

Statements  of Operations for the three month periods ended  June
29, 1996 (Unaudited)
     and June 29, 1995 (Unaudited)

Statements of Cash Flows for the three month periods ended
     June 29, 1996 (Unaudited) and June 29, 1995 (Unaudited)

Notes to Financial Statements as of June 29, 1996 (Unaudited)

<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                         BALANCE SHEETS
                JUNE 29, 1996 AND MARCH 30, 1996
                           (UNAUDITED)


                                             June 29,  March 30,
                                     Notes        1996       199
                                                           6
<S>                                   <C>   <C>        <C>
ASSETS                                                 
                                                               
Cash and cash equivalents                    $  375,349   $  389,931
                                                             
Restricted cash                         3    1,102,327   1,102,327
                                                                
Investments in bonds available-for-     2     3,034,146   3,070,375
sale                                                          
Investment in Local Partnerships        3     12,582,367   13,241,594
                                                                  
Interest receivable                              40,265          28,008
                                                          
                                                                 
                                            $17,134,454   $17,832,235
                                                                  
                                                                 
LIABILITIES AND PARTNERS' EQUITY                                  
(DEFICIT)
                                                                 
Liabilities:                                                    
Accounts payable and accrued                 $        $     
expenses                                      738,756     717,878
Payable to General Partner                      702,115    669,472
                                                            
Capital contributions payable          3     1,102,327   1,102,327
                                                              
Other                                                         
                                               21,200     25,950
                                                                 
                                                2,564,398     2,515,627
                                                         
                                                                 
Partners' equity (deficit):                                     
General Partner                              (168,100)   (161,180)
                                                              
Limited Partners, $1,000 stated value                            
per unit (35,883 Units of Limited            14,887,829   15,572,895
Partnership Interest outstanding)                           
Unrealized loss on investments in                                
bonds available-for-sale, net          2        (149,        (95
                                                 673)      ,107)
                                                                 
                                              14,570,0   15,316,6
                                                   56         08
                                                                 
                                              $17,134,   $17,832,
                                                  454        235
                                
                                
</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
               See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                    STATEMENTS OF OPERATIONS
        THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                           (UNAUDITED)


                                                      
                                                      
                               Note        1996        1995
                                s                     
<S>                            <C>       <C>         <C>
REVENUE                                               
                                                      
Interest                             $      78    $      95
                                          ,436         ,552
                                                           
TOTAL REVENUE                              78,          95,
                                           436          552
                                                           
EXPENSES                                                   
                                                           
Administration fees                     57,643       57,643
Management fees                         57,643       57,643
Professional fees                        8,202       12,612
Printing, postage and other              7,929        6,830
Amortization                                              3
                                                       ,125
                                                           
TOTAL EXPENSES                           131,4        137,8
                                            17           53
                                                           
Loss from operations                  (52,981)     (42,301)
                                                           
Equity in loss of Investment     3       (639,0       (875,3
in Local Partnerships                      05)          51)
                                                            
NET LOSS                              $   (691,    $   (917,
                                          986)         652)
                                                            
NET LOSS ATTRIBUTABLE TO                                    
General Partner                      $       (    $       (
                                        6,920)       9,177)
Limited Partners                        (685,0       (908,4
                                           66)          75)
                                                           
                                     $   (691,    $   (917,
                                          986)         652)
                                                           
NET LOSS per Unit of Limited                                
Partnership Interest (35,883         $       (    $       (
Units of Limited Partnership            19.09)       25.32)
Interest)
                                                            
                                                            
                                                      

</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
               See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                    STATEMENTS OF CASH FLOWS
        THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                           (UNAUDITED)



                                                1996       1995
                                                           
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES                            
                                                              
Interest received                          $    47,   $    58,
                                                842        672
Cash used for Local Partnerships for        (4,750)           
deferred expenses
Cash paid for:                                                
administration fees                        (25,000)   (25,000)
management fees                            (25,000)   (25,000)
professional fees                          (23,721)      (5,112)
printing, postage and other expenses            (4,      (1,19
                                               175)         1)
                                                              
Net cash provided by (used in) operating      (34,8        2,3
activities                                      04)         69
                                                              
CASH FLOWS FROM INVESTING ACTIVITIES                          
                                                              
Investment in Local Partnership                       (300,000
                                                             )
Transfer from restricted cash                          300,000
Cash distributions from Local                  20,2       12,4
Partnerships                                     22         15
                                                               
Net cash provided by investing activities       20,2       12,4
                                                 22         15
                                                              
Net increase (decrease) in cash and cash   (14,582)     14,784
equivalents
                                                              
Cash and cash equivalents at beginning of    389,93     663,90
period                                            1          5
                                                              
CASH AND CASH EQUIVALENTS AT END OF        $  375,3   $  678,6
PERIOD                                           49         89
                                                              
SIGNIFICANT NON-CASH INVESTING ACTIVITIES                       
                                                               
 Unrealized gain (loss) on investments in   $   (54,   $   178,
bonds available-for-sale, net                  566)        092

</TABLE>

See  reconciliation  of  net loss to net cash  provided  by  (used  in)
operating activities on the following page.


                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
               See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
             STATEMENTS OF CASH FLOWS - (Continued)
        THREE MONTH PERIODS ENDED JUNE 29, 1996 AND 1995
                           (UNAUDITED)


                                                         
                                                         
                                            1996         1995
                                                         
<S>                                        <C>          <C>
RECONCILIATION OF NET LOSS TO NET CASH                    
PROVIDED BY (USED IN) OPERATING
ACTIVITIES
                                                          
NET LOSS                               $  (691,9     $  (917,652
                                            86)               )
                                                                
ADJUSTMENTS TO RECONCILE NET LOSS TO                            
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
                                                               
Equity in loss of Investment in Local    639,005         875,351
Partnerships
Amortization of organization costs                         3,125
Amortization of net premium on             3,727           5,662
investment in bonds
Accretion of zero coupon bonds          (22,064)        (19,856)
Increase in interest receivable         (12,257)        (22,686)
Increase in payable to General Partner    32,643          32,643
Increase in accounts payable and          20,878          45,782
accrued expenses
Decrease in other liabilities                (4,                
                                           750)                
                                                               
Total adjustments                         657,1         920,021
                                             82
                                                               
NET CASH PROVIDED BY (USED IN)                                  
OPERATING ACTIVITIES                  $    (34,     $       2,3
                                           804)              69
                                                         
                                                         
                                                         

</TABLE>
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
               See Notes to Financial Statements.
                                
                                
                                
<PAGE>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 29, 1996
                           (UNAUDITED)
                                
1.Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial  information.   They do not include  all  information  and
footnotes  required by generally accepted accounting principles  for
complete  financial  statements.   The  results  of  operations  are
impacted significantly by the combined results of operations of  the
Local Partnerships, which are provided by the Local Partnerships  on
an   unaudited  basis  during  interim  periods.   Accordingly,  the
accompanying  financial statements are dependent on  such  unaudited
information.   In the opinion of the General Partner, the  financial
statements  include all adjustments necessary to present fairly  the
financial position as of June 29, 1996 and the results of operations
and  cash  flows for the interim periods presented.  All adjustments
are of a normal recurring nature.  The results of operations for the
three   month  period  ended  June  29,  1996  are  not  necessarily
indicative of the results that may be expected for the entire year.

Certain reclassifications of amounts have been made to conform to the
current period presentation.

2.Investments in Bonds Available-For-Sale

As of June 29, 1996, certain information concerning investments in
bonds available-for-sale is as follows:

<TABLE>
<CAPTION>
                                                          
                                   Gross      Gross   Estimat
                       Amortize   unrealiz  unrealiz     ed
                           d         ed        ed       fair
                             co       gain      loss       va
                          st         s         es       lue
                                                          
<S>                       <C>       <C>        <C>      <C>
Description and                                           
maturity
Corporate debt                                        
securities:
Within one year          $    20         $    $     (1  $   200
                          1,946        --       ,484)     ,462
                                         
After one year through   464,450       350     (638)    464,162
five years
After five years        507,275        --    (21,649)  485,626
through ten years                        
After ten years           1,010,          -      (56,14     954,
                            502         -          5)      357
                                                               
                          2,184,               (79,9    2,104,6
                            173       350       16)         07
U.S. Treasury debt                                            
securities:
After ten years            873,          -      (53,38     820,
                            734         -          3)      351
                                                              
U.S. government and                                           
agency securities:
After ten years            125,          -      (16,72     109,
                            912         -          4)      188
                                                              
                        $ 3,183         $   $(150,0    $3,034,
                           ,819       350       23)        146
                                         
</TABLE>

3.Investment in Local Partnerships

  The Partnership owns limited partnership interests in forty-three Local
Partnerships  representing capital contributions  in  the  aggregate
amount of $29,057,595, of which the Partnership has paid $27,955,268
and   $1,102,327  are  outstanding  as  of  June  29,  1996.    Such
outstanding  capital contributions are reflected as restricted  cash
in  the  accompanying  balance sheet  as  of  June  29,  1996.   The
outstanding  capital  contributions  are  payable  upon  two   Local
Partnerships'  satisfaction  of  specified  conditions  related   to
operations.   As  of  March  31, 1996, the Local  Partnerships  have
outstanding   mortgage  and  construction  loans  payable   totaling
approximately $87,577,000 and accrued interest payable on such loans
totaling  approximately $1,572,000, which are  secured  by  security
interests and liens common to mortgage and construction loans on the
Local Partnerships' real property and other assets.
<PAGE>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          JUNE 29, 1996
                           (UNAUDITED)


3.Investment in Local Partnerships (continued)

For the three month period ended June 29, 1996, the Investment in
Local Partnerships activity consists of the following:

<TABLE>
<CAPTION>
                 <S>                             <C>
   Investment in Local                 $  13,241,594
   Partnerships as of March 30,                     
   1996
                                                    
  Equity in loss of Investment in                   
   Local Partnerships for the              (639,005)
   three month period ended March                (A)
   31, 1996
                                   
  Cash distributions received from                  
   Local Partnerships during the            (20,222)
   three month period ended June                    
   29, 1996
                                                    
   Investment in Local                 $  12,582,367
   Partnerships as of June 29,                      
   1996

  </TABLE>

(A)Equity  in loss of Investment in Local Partnerships is limited
   to   the  Partnership's  investment  balance  in  each   Local
   Partnership; any excess is applied to other partners'  capital
   in  any  such  Local Partnership.  The amount of  such  excess
   losses  applied  to other partners' capital was  $253,122  and
   $27,709  for the three month periods ended March 31, 1996  and
   1995,  respectively,  as reflected in the combined  statements
   of  operations of the Local Partnerships reflected herein Note
   3.

The  combined  unaudited balance sheets of the Local Partnerships
as  of  March  31,  1996 and December 31, 1995 and  the  combined
unaudited statements of operations of the Local Partnerships  for
the  three  month  periods ended March  31,  1996  and  1995  are
reflected on pages 9 and 10, respectively.
<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          JUNE 29, 1996
                           (UNAUDITED)
3.Investment in Local Partnerships (continued)

The  combined balance sheets of the Local Partnerships as of March 31,
1996 and December 31, 1995 are as follows:
                                                1996          1995
                                                             
<S>                                          <C>           <C>
ASSETS                                                       
                                                                 
Cash and other investments                $    1,230    $    1,392,1
                                               ,827              46
Rental receivable                            246,836         310,169
Capital contributions receivable           1,102,327       1,102,327
Escrow deposits and reserves               3,553,354       3,403,860
Land                                       3,964,692       3,964,692
Buildings and improvements (net of                                  
accumulated depreciation of              95,389,606      96,409,439
$20,133,954 and $19,100,770)                       
Intangible assets (net of accumulated                               
amortization of $972,438 and                  817,1         854,837
$948,812)                                        94                
Other                                            904           747,9
                                               ,067              72
                                                                   
                                         $107,208,9    $108,185,442
                                                 03                
LIABILITIES AND PARTNERS' EQUITY                                   
(DEFICIT)
                                                                   
Liabilities:                                                       
                                                                   
Accounts payable and accrued expenses     $      692    $      608,5
                                               ,214              74
Due to related parties                     5,174,199       5,272,266
Mortgage and construction loans           87,577,204      87,656,301
                                                   
Notes payable                                 27,403          38,848
Accrued interest                           1,571,844       1,524,375
Other                                           635,           584,4
                                                429              08
                                                                   
                                           95,678,2      95,684,772
                                                 93                
                                                                   
Partners' equity (deficit):                                        
                                                                   
American Tax Credit Properties III                                    
L.P.:
Capital contributions, net of                                       
distributions (includes receivable       28,896,233      28,908,501
of $1,102,327)                                     
Cumulative loss                           (16,293,64    (15,654,639)
                                                 4)
                                                                   
                                           12,602,5      13,253,862
                                                 89                
                                                                    
General partners and other limited                                   
partners, including ATCP II:
Capital contributions, net of                 881,926         883,096
distributions
Cumulative loss                             (1,953,9      (1,636,288
                                                05)               )
                                                                   
                                           (1,071,9         (753,19
                                                79)              2)
                                                                   
                                           11,530,6      12,500,670
                                                 10                
                                                                   
                                         $107,208,9    $108,185,442
                                                 03                
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          JUNE 29, 1996
                           (UNAUDITED)


3.Investment in Local Partnerships (continued)

The  combined statements of operations of the Local Partnerships
for the three month periods ended March 31, 1996 and 1995 are as
follows:

                                           1996        1995
                                                     
<S>                                     <C>         <C>
REVENUE                                              
                                                           
Rental                              $ 2,499,8   $ 2,461,674
                                           29              
Interest and other                       78,4        65,291
                                           65              
                                                           
Total Revenue                        2,578,29     2,526,965
                                            4
                                                           
EXPENSES                                                   
                                                           
Administrative                        537,514       518,476
Utilities                             330,687       280,967
Operating, maintenance and other      462,561       506,622
Taxes and insurance                   317,122       286,833
Interest (including amortization of      853,8       872,352
$38,585 and $51,056)                       48              
Depreciation                          1,033,1     1,036,579
                                           84              
                                                           
Total Expenses                       3,534,91     3,501,829
                                            6
                                                           
NET LOSS                            $   (956,   $   (974,86
                                         622)            4)
                                                           
NET LOSS ATTRIBUTABLE TO                                   
American Tax Credit Properties III  $   (639,   $   (875,35
L.P.                                     005)            1)
General  partners and other limited                         
partners, including ATCP II, which                         
includes  $253,122 and $27,709  of                         
American Tax Credit Properties III     (317,6        (99,51
L.P.  equity in loss in excess  of        17)            3)
investment balance
                                                           
                                    $   (956,   $   (974,86
                                         622)            4)
</TABLE>

The combined results of operations of the Local Partnerships for
the  three month period ended March 31, 1996 are not necessarily
indicative  of  the results that may be expected for  an  entire
operating period.

4.Additional Information

Additional  information, including the audited  March  30,  1996
Financial Statements and the Organization, Purpose and   Summary
of   Significant  Accounting  Policies,  is  included   in   the
Partnership's  Annual Report on Form 10-K for  the  fiscal  year
ended  March  30, 1996 on file with the Securities and  Exchange
Commission.
<PAGE>
             AMERICAN TAX CREDIT PROPERTIES III L.P.


Item   2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

Material Changes in Financial Condition.

As of June 29, 1996, Registrant has not experienced a significant
change  in  financial condition as compared to  March  30,  1996.
Principal  changes in assets are comprised of quarterly  periodic
transactions and adjustments and anticipated equity in loss  from
operations  of  the Local Partnerships.  During the  three  month
period  ended  June  29,  1996,  Registrant  received  cash  from
interest  earnings and distributions from Local Partnerships  and
utilized  cash for normal operating expenses.  During  the  three
month  period  ended  June 29, 1996, Registrant  recorded  a  net
unrealized  loss  on  bonds available-for-sale  of  approximately
$55,000,  resulting  in  a net unrealized loss  of  approximately
$150,000 reflected in Registrant's partners' equity (deficit)  as
of  June  29,  1996.  In addition, during the three month  period
ended June 29, 1996, Registrant recorded accretion of zero coupon
bonds  of  approximately $22,000, which was partially  offset  by
amortization  of  net  premium  on  investments   in   bonds   of
approximately  $4,000, while restricted cash remained  unchanged.
During the three month period ended June 29, 1996, the Investment
in  Local  Partnerships  decreased as a  result  of  Registrant's
equity  in  the Local Partnerships' net loss for the three  month
period ended March 31, 1996 of $639,005 and by cash distributions
received from Local Partnerships of $20,222.

The  Properties  are  principally  comprised  of  subsidized  and
leveraged  low-income multifamily residential  complexes  located
throughout the United States and Puerto Rico.  The rents  of  the
Properties,  many  of  which  receive  rental  subsidy  payments,
including payments under Section 8 of Title II of the Housing and
Community  Development Act of 1974 ("Section 8"), are subject  to
specific laws, regulations and agreements with federal and  state
agencies.  The subsidy agreements expire at various times  during
and  after  the  Compliance Periods of  the  Local  Partnerships.
Registrant cannot reasonably predict legislative initiatives  and
governmental  budget  negotiations, the outcome  of  which  could
result  in a reduction in funds available for the various federal
and  state administered housing programs including the Section  8
program.   Such  changes could adversely affect  the  future  net
operating  income  and  debt  structure  of  any  or  all   Local
Partnerships   currently  receiving  such  subsidy   or   similar
subsidies.   In  addition,  the Local Partnerships  have  various
financing  structures  which include (i)  required  debt  service
payments  ("Mandatory  Debt  Service")  and  (ii)  debt   service
payments which are payable only from available cash flow  subject
to the terms and conditions of the notes, which may be subject to
specific   laws,  regulations  and  agreements  with  appropriate
federal  and  state  agencies  ("Non-Mandatory  Debt  Service  or
Interest").   In  the  event rents are not  sufficient  to  cover
operating expenses, Mandatory Debt Service requirements and other
charges,  the  Local  General Partners are obligated  to  provide
advances  to cover deficits for a certain period of  time  up  to
certain  amounts  (the  "Deficit Guarantee").   A  Local  General
Partner's funding of such Deficit Guarantee is dependent  on  its
liquidity  or ability to borrow the required funds.   During  the
three month period ended March 31, 1996, revenue from operations,
Deficit Guarantee advances and reserves of the Local Partnerships
have  generally  been sufficient to cover the operating  expenses
and  Mandatory  Debt  Service.  Certain  Local  Partnerships  are
effectively operating at or near break even levels, although such
Local  Partnerships'  accounting information  reflects  operating
deficits  that  do  not  represent cash  deficits  due  to  their
mortgage  and  financing structure and the required  deferral  of
property  management  fees.  As discussed  below,  certain  Local
Partnerships'  operating information indicates below  break  even
operations after taking into account their mortgage and financing
structure and the required deferral of property management fees.

The  terms of the partnership agreement of Justin Associates (the
"Justin Local Partnership") require the Local General Partners of
the  Justin Local Partnership to advance funds to cover operating
deficits  up  to $266,000 through March, 1997 and  to  cause  the
management  agent to defer property management fees in  order  to
avoid a default under the mortgage.  The Justin Local Partnership
incurred  an  operating deficit of approximately $9,000  for  the
period  ended March 31, 1996, which includes property  management
fees  of  approximately $4,000.  Accordingly, the  net  operating
deficit  was  approximately $5,000.  As of March  31,  1996,  the
Local  General Partners have advanced approximately $21,000 under
their Deficit Guarantee obligation.  Of Registrant's total annual
Low-income Tax Credits, approximately 6.44% is allocated from the
Justin Local Partnership.

The  terms  of  the  partnership agreement  of  Christian  Street
Commons  Associates  (the "Christian Street  Local  Partnership")
require the Local General Partners of the Christian Street  Local
Partnership  to advance funds to cover operating deficits  up  to
$150,000 through 2008 and to cause the management agent to  defer
property  management fees in order to avoid a default  under  the
mortgage.   The  Christian Street Local Partnership  incurred  an
operating  deficit of approximately $4,000 for the  period  ended
March  31,  1996,  which  includes property  management  fees  of
approximately $1,000.  Accordingly, the net operating deficit was
approximately  $3,000.  As of March 31, 1996, the  Local  General
Partner  has  advanced approximately $27,000  under  its  Deficit
Guarantee  obligation.  Of Registrant's total  annual  Low-income
Tax  Credits, approximately 2.08% is allocated from the Christian
Street Local Partnership.

The  Local  General  Partners  of Sydney  Engel  Associates  (the
"Sydney Engel Local Partnership") report that although the Sydney
Engel  Local  Partnership has not closed on its  final  mortgages
with  certain  agencies of the City of New York ("NYC"),  it  has
communicated with NYC that it is ready to close.  The closing  of
the  mortgages has been delayed due to technical issues regarding
the  structure of the loans and a guaranteed investment  contract
to  be  purchased  from the outstanding capital contribution  due
from  Registrant in the amount of approximately $1,018,000, which
will  be paid upon completion of the final closing of the  loans.
The  Sydney Engel Local Partnership incurred an operating deficit
of  approximately $31,000 for the three month period ended  March
31,   1996,   which   includes  property   management   fees   of
approximately  $25,000.  Accordingly, the net  operating  deficit
was  approximately  $6,000.  Of Registrant's  total  annual  Low-
income  Tax  Credits, approximately 9.43% is allocated  from  the
Sydney Engel Local Partnership.

The  terms  of  the  partnership agreement of Carrington  Limited
Dividend Housing Association Limited Partnership (the "Carrington
Local  Partnership") require the Local General  Partners  of  the
Carrington  Local  Partnership to cause the management  agent  to
defer  property management fees in order to avoid a default under
the  mortgage.   The  Carrington Local  Partnership  incurred  an
operating  deficit  for  the  period  ended  March  31,  1996  of
approximately $25,000 which includes property management fees  of
approximately $5,000.  Accordingly, the net operating deficit was
approximately  $20,000.  The Local General Partners  report  that
the  deficit  is primarily the result of unscheduled  repair  and
maintenance  expenses incurred during the  period  and  that  all
required  payments under the mortgage and real estate  taxes  are
current.   Of  Registrant's total annual Low-income Tax  Credits,
approximately  6.36%  is  allocated  from  the  Carrington  Local
Partnership.

Results of Operations.

Registrant's  operating results are dependent upon the  operating
results  of the Local Partnerships and are significantly impacted
by the Local Partnerships' policies.  Registrant accounts for its
Investment  in Local Partnerships in accordance with  the  equity
method  of  accounting and Emerging Issues  Task  Force  ("EITF")
Issue  No.  94-1,  "Accounting for Tax  Benefits  Resulting  from
Investments  in Affordable Housing Projects."  Under  the  equity
method of accounting and in accordance with EITF Issue No.  94-1,
the   investment  is  carried  at  cost  which  includes  capital
contributions payable, and is adjusted for Registrant's share  of
the  Local  Partnership's results of operations and by  any  cash
distributions  received.  Equity in loss of  each  Investment  in
Local  Partnership allocated to Registrant is recognized  to  the
extent   of   Registrant's  investment  balance  in  each   Local
Partnership.   Any  equity  in loss  in  excess  of  Registrant's
investment balance in a Local Partnership is allocated  to  other
partners'  capital in each such Local Partnership.  As a  result,
the  equity  in  loss  of  Investment in  Local  Partnerships  is
expected to decrease as Registrant's investment balances  in  the
respective Local Partnerships become zero.

Cumulative  losses and cash distributions in excess of Investment
in Local Partnerships may result from a variety of circumstances,
including  a  Local  Partnership's accounting  policies,  subsidy
structure,  debt  structure and operating deficits,  among  other
things.  Accordingly, cumulative losses and cash distributions in
excess  of  the  investment  are not  necessarily  indicative  of
adverse operating results of a Local Partnership.  See discussion
above  under  Material Changes in Financial  Condition  regarding
certain  Local  Partnerships currently operating  below  economic
break even levels.

Three Month Period Ended June 29, 1996.

For the three month period ended June 29, 1996, Registrant had  a
net  loss of approximately $692,000, which included an equity  in
loss   of  Investment  in  Local  Partnerships  of  approximately
$639,000  for  the  three  month period  ended  March  31,  1996.
Registrant's  loss  from operations for the  three  month  period
ended June 29, 1996 of approximately $53,000 was attributable  to
interest  revenue of approximately $78,000, exceeded by operating
expenses  of approximately $131,000.  Interest income for  future
periods is expected to decline as investments in bonds mature and
are  utilized  for Registrant's operating expenses and  Temporary
Investments   are   utilized   to  make   payments   of   capital
contributions to Local Partnerships.


The  Local  Partnerships' net loss of approximately $957,000  for
the  three month period ended March 31, 1996 was attributable  to
rental and other revenue of approximately $2,578,000, exceeded by
operating   and   interest   expenses  (including   Non-Mandatory
Interest)   of   approximately   $2,463,000   and   approximately
$1,072,000 of depreciation and amortization expenses.

Three Month Period Ended June 29, 1995.

For the three month period ended June 29, 1995, Registrant had  a
net  loss of approximately $918,000, which included an equity  in
loss   of  Investment  in  Local  Partnerships  of  approximately
$875,000  for  the  three  month period  ended  March  31,  1995.
Registrant's  loss  from operations for the  three  month  period
ended June 29, 1995 of approximately $43,000 was attributable  to
interest  revenue of approximately $95,000, exceeded by operating
expenses   of   approximately  $135,000   and   amortization   of
organization costs of approximately $3,000.

The  Local  Partnerships' net loss of approximately $975,000  for
the  three month period ended March 31, 1995 was attributable  to
rental and other revenue of approximately $2,527,000, exceeded by
operating   and   interest   expenses  (including   Non-Mandatory
Interest)   of   approximately   $2,414,000   and   approximately
$1,088,000 of depreciation and amortization expenses.

Three Month Period Ended June 29, 1996 versus
Three Month Period Ended June 29, 1995.

Registrant's operations for the three month period ended June 29,
1996 resulted in a net loss of approximately $692,000 as compared
to  a  net loss of approximately $918,000 for the same period  in
1995.   The decrease in net loss is primarily attributable  to  a
decrease   in  the  equity  in  loss  of  Investment   in   Local
Partnerships  of approximately $236,000, which is  primarily  the
result  of an increase in the nonrecognition of losses in  excess
of  Registrant's  investment  in certain  Local  Partnerships  of
approximately  $225,000 in accordance with the equity  method  of
accounting, as discussed above.
                                
<PAGE>
             AMERICAN TAX CREDIT PROPERTIES III L.P.
                                
                  Part II - OTHER INFORMATION.
                                
                                
Item 1.   Legal Proceedings.

     None

Item 2.   Changes in Securities.

     None

Item 3.   Defaults Upon Senior Securities.

     None

Item 4.   Submission of Matters to a Vote of Security Holders.

     None

Item 5.   Other Information.

     None

Item 6.   Exhibits and Reports on Form 8-K.

     None


<PAGE>
                           SIGNATURES



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant duly caused this report to be signed on  its
behalf by the undersigned thereunto duly authorized.


                             AMERICAN  TAX CREDIT PROPERTIES  III
L.P.
                            (a Delaware limited partnership)

                            By: Richman Tax Credit Properties III
L.P.,
                                General Partner

                           by: Richman Housing Credits Inc.,
                               general partner


Dated:    August    13,    1996         /s/       Richard    Paul
Richman
                               Richard Paul Richman
                               President, Chief Executive
                               Officer and Director of the
                               general partner of the
                               General Partner


Dated:      August      13,      1996           /s/          Neal
Ludeke
                               Neal Ludeke
                               Vice President and
                               Treasurer of the general partner
                               of the General Partner
                                   (Principal    Financial    and
Accounting
                               Officer of Registrant)


<TABLE> <S> <C>
                                  
<ARTICLE> 5                             
<LEGEND> This schedule contains summary financial
information extracted from the quarter ended June 29,
1996 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of June 29,
1996, and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000                      
                                        
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       MAR-30-1996
<PERIOD-END>                            JUN-29-1996
<CASH>                                           1,477
<SECURITIES>                                     3,034
<RECEIVABLES>                                       40
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  17,134
<CURRENT-LIABILITIES>                            2,564
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    17,134
<SALES>                                              0
<TOTAL-REVENUES>                                    78
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   131
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  (692)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (692)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (692)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
                                                      
                                                      

</TABLE>


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